ADVERTISING AND MARKETING SERVICES AGREEMENT – CANADA BRANDS
This Advertising and Marketing Services Agreement (the “Agreement”) entered between Leafly Canada Ltd., a British Columbia limited company, 600 1st Avenue, Suite LL20, Seattle, Washington 98104-2216 (“Leafly”) and Company (“Company”) as defined in the Service Order (“Service Order”) from which these terms are linked is effective as of the date the Company signs the Service Order (the “Effective Date”). The parties to this Agreement agree as follows:
- LEAFLY SERVICES. Company will receive the services as set forth in one or more Service Orders presented to you in connection with this Agreement and the Service Order. Any and all services listed in the Service Order shall be deemed complete and delivered upon Leafly fulfilling its obligations set forth under this Agreement, which may include delivering content to Company for review or approval.
- Leafly will provide Company with the access and abilities listed as deliverables in the Service Order for Auto-Renew products. Leafly reserves the right to modify and change any deliverables offered through Auto-Renew products. Leafly will notify Company prior to any such change or modification.
- Leafly will deliver the deliverables as provided in the Service Order subject to the Requirements and Limitations set forth in the Service Order and subject to Company fulfilling its obligations set forth in Section 2.
- Assets. All creative assets must be delivered to Leafly at least ten (10) business days prior to campaign start date (as defined below) in order to guarantee timely launch of the services under Service Order. Unless otherwise defined and pending inventory availability, the campaign start date is fifteen (15) business days from the Effective Date (“Campaign Start Date”). Lead-time may increase for branded content as described and defined below. In the event that Company misses a deadline for the delivery of content or creative assets, Leafly reserves the right to re-evaluate the media plan based on inventory availability, regulatory requirements, changes in Leafly Content Policies (or Advertising Guidelines, as applicable), and make adjustments to the placements and/or the flight dates at any time, immediately upon notice. In the event that Leafly reasonably believes that a media plan must be re-evaluated, changed, or modified in order to comply with regulatory requirements or Leafly policies, Leafly reserves the right to require Company to provide alternate assets. If Company fails to provide alternate assets promptly, Leafly reserves the right to deliver the services with assets modified by Leafly or with assets from campaigns previously approved by Company, as applicable. If under-delivery or non-delivery of Services is unavoidable due to delayed delivery to Leafly of creative assets, content or Company approvals, the Company will still be responsible for the payment of all Services under the Service Order and pursuant to Section 3.
- Branded Content. In the case of any branded content created by Leafly in collaboration with, or on behalf of, Company (“Branded Content”) the creative brief from the Company is due no later than ten (10) business days after the Effective Date. Upon receipt of a request for review and approval from Leafly, Company is required to respond with actionable written feedback or approval within three (3) business days. Once Leafly has commenced work on the Services, any requests for substantive changes to the Branded Content subject matter or a delayed publication date will result in additional charges to be assessed in an amendment to the Service Order, and relevant amplification is no longer guaranteed upon any delay.
- Failure to Respond. In the event that the Company fails to respond to a Branded Content review, approval request, brief, or request for Assets within fifteen (15) business days or prior to the Campaign Start Date, whichever date is earlier, all Leafly’s services under the applicable Scope of Work shall be deemed completed, and payable upon invoice. Thereafter, Company shall pay Leafly all Service Fees specified under the Scope of Work within thirty (30) calendar days. Notwithstanding anything to the contrary, no Branded Content will be published without the express written consent of the Company.
- Content Requirements. Company shall not collect, upload, transmit, display, or distribute any information or materials that: (a) make any deceptive, false, or misleading assertions or statements about its products and/or services; (b) refer or link to any third-party websites or services for cannabis products, dispensaries, retail locations, and/or medical provider listings; (c) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (d) are unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; (e) violate any law, regulation, or obligations or restrictions imposed by any third party; (f) promote over consumption of its products and/or services, (g) represent that the use of cannabis has curative or therapeutic effects, (h) depict a child or other person under legal age, or otherwise suggest the presence of such person, (i) are designed in any manner that would be especially appealing to persons under twenty-one years of age; and/or (i) are otherwise designed, in Leafly’s sole discretion, to attack or damage the reputation of your competitors, or end users of Leafly’s platform and services (“End Users”). Company agrees to follow Applicable Laws (as defined below) regarding the sale and shipment of products advertised on Leafly including but not limited to placement of the appropriate age gate on its website, shipping only to states where Company’s product is legal, and requiring signature upon delivery when shipping age-restricted products. Company shall maintain content and Company information so that it is accurate and complete. Company is responsible for ensuring that all content and creative assets it provides or approves is compliant with applicable local, provincial and federal laws and regulations, including but not limited to those regulating the advertising of cannabis or cannabis-related products, the laws and regulations of Health Canada, the Competition Bureau and the applicable provincial cannabis regulator(s) (collectively, “Applicable Laws”). Company represents that its content and creative assets and the labeling thereof do not contain any product claims that are prohibited by the laws and regulations of the Health Canada, the Competition Board, a provincial cannabis regulator, or any other local, state or federal government (“Product Claims”). All content and creative assets must adhere to Leafly’s Advertising Standards (“Advertising Standards”) which are subject to change from time to time. Leafly reserves the right to approve all content and creative assets prior to publication, in Leafly’s sole discretion. Once content has been posted, Leafly reserves the right to remove previously approved content if Leafly later determines that the content does not meet Leafly’s standards, comply with any Leafly guidelines, or Applicable Laws. Once content has been posted, Leafly reserves the right to remove or noindex previously approved content for any reason one year after the original publication date and at any time following publication if Leafly determines that the content does not meet Leafly’s standards, comply with any Leafly guidelines, or Applicable Laws.
- Restrictions on Use of the Site and Services. Company shall not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other companies or End Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user on Leafly or gain unauthorized access to the Site or Services, other company’s pages, or other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services or (h) post reviews on the Leafly.com website (the “Site”) (using its account or any other End User account) that are about Company’s own products or services or a competitor’s products or services.
- Co-Marketing and Company Deliverables. Company will perform certain co-marketing and other deliverables as defined in the Service Order.
- Inventory. Leafly reserves the right to adjust impressions and campaign timing depending on inventory availability upon the Effective Date. Leafly will use commercially reasonable efforts to deliver impressions evenly throughout the Term unless otherwise notified to Company during the Term. Any bonus impressions offered per the Service Order are not guaranteed to be delivered evenly and are subject to inventory availability. Leafly will prioritize paid placements over bonus e placements. Leafly is not responsible for preemption or under-delivery of bonus items. Added value impressions will not serve before paid media flights.
- Service Pause. Leafly will allow a one-time pause of an active campaign (“Service Pause”) for up to two (2) weeks, pending inventory availability and subject to (i) immediate payment by the Company of all outstanding Service Fees for the Deliverables provided by Leafly up to the commencement of the Service Pause and (ii) payment by the Company of a nonrefundable management fee equivalent to ten percent (10%) of the total Service Fees under the Scope of Work. The Services will continue after the two-week Service Pause period, or Company may request a termination pursuant to Section 4 of this Agreement. Monthly billing cycles and campaign end dates will not be shifted due to a Service Pause, and contracted impressions are not guaranteed to deliver in full in the event of a Service Pause.
- SERVICE FEE. Company will pay a service fee (“Service Fee”) in the amount specified in the Service Order in connection with Leafly’s Services. Leafly is entitled to immediately cease all Services if payment is not received as set forth in the Service Order. Service Fees are non-refundable once they are charged to Company’s account. Late payments are subject to a late charge equal to the lesser of (i) one and one-half percent (1½%) per month and (ii) the highest rate permitted by applicable Law. If Company pays the Service Fee by ACH or check and the ACH doesn’t process or the check is returned to Leafly for insufficient funds, Leafly will charge the Company the lesser of (i) US$40 or (ii) the applicable state maximum, in addition to the late fees described above. If Company chooses to make Service Fee payments with ACH debits, Company authorizes Leafly to initiate ACH debits from Company’s bank account for the amount of any fees owed to Leafly within three (3) days of Leafly delivering an invoice to Company for such fees. If Company chooses to make Service Fee payments by credit card, Company authorizes Leafly to charge the credit card provided by Company according to the Rate Plan or Billing Cycle specified on the Scope of Work. In the event Company does not pay Service Fee as set forth in the Scope of Work, Leafly reserves the right to transfer the outstanding balance to a debt collection agency.
- TERM AND TERMINATION.
- Term. This Agreement begins on the Effective Date. For Auto-Renew Products and Agreements on an Evergreen subscription type, this Agreement continues until terminated as set forth in Section 4.2 below. For A-La-Carte Products and Agreements on a Termed subscription type, this Agreement continues until the milestones specified in the Service Order have been completed.
- Termination for Convenience. Except for A-La-Carte Products and except for agreements on a Termed subscription type, either party shall have the right to terminate this Agreement for any reason by providing prior written notice to the other party. Upon notice of cancellation by Company to Leafly, the Services shall terminate on the last day of the following billing period (“Termination Effective Date”) and Company shall be responsible for the payment of all Service Fees accrued through the Termination Effective Date.
- Termination for Breach. Either party may terminate this Agreement for a material breach upon fifteen (15) days’ prior written notice, unless the breaching party cures the breach during such 15-day period. For clarity, a breach of a party’s representations, warranties or covenants constitutes a material breach. Sections 3-12 survive termination of this Agreement or cancellation of the Deliverables and/or any related content.
- Effect of Termination. Upon Termination of this Agreement, Company shall pay Leafly for all services rendered or delivered in Evergreen subscription agreements, and for all fees set forth for any Termed subscription and A-La-Carte Product(s) within thirty (30) days and all Confidential Information shall be promptly returned, as appropriate.
- INTELLECTUAL PROPERTY RIGHTS.
- Leafly’s Intellectual Property. Leafly owns all rights, title, and interest in: (i) its trademarks, trade names, trade dress, trademarks service marks, logos, corporate names, domain names, and copyrighted works, together with all of the goodwill associated therewith; (ii) properties developed by Leafly prior to or outside the scope of this Agreement; and (iii) all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), know-how and other confidential information, derivative works, and all other rights (collectively, “Leafly IP”) in and to all documents, work product, and other materials that are delivered to Company under this Agreement or prepared by or on behalf of Leafly in the course of performing the Services (collectively, the “Deliverables”) except for any Confidential Information of Company or Company IP, as defined in Section 5.2 below, shall be owned by Leafly.
- Company’s Intellectual Property. Company owns all rights, title, and interest in: (i) its trademarks, trade names, and logos and (ii) properties developed by Company prior to or outside the scope of this Agreement (collectively, “Company IP”).
- LICENSES AND PERMISSIONS.
- IP License to Leafly. For the Term of this Agreement, Company hereby grants Leafly a limited, non-exclusive, fully paid-up, royalty free, worldwide, license during the Term to use the Company IP provided to Leafly to provide the Services and Deliverables specified in a Service Order and for Leafly’s public relations and activities.
- IP License to Company. Leafly hereby grants Company a license to use the Leafly IP free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Company to make reasonable use of the Deliverables and the Services.
- IP Approvals. Each party’s use of the other party’s logo, trademark, or trade name in connection with any obligations listed in Sections 5 and 6 are subject to the other party’s prior review and approval, which approval shall not be unreasonably withheld; provided however, that approval is not required for a use that is substantially the same as a previously-approved use. Requests for the use of Leafly IP will be sent to: firstname.lastname@example.org or such other person Leafly designates. Requests for use of Company IP, including the approvals required under Section 6.1 above, will be sent to the email of the Company representative identified in the Service Order or such other person Company designates in a writing to Leafly. Each party will use commercially reasonable efforts to respond to any IP or content use request within five (5) business days of receipt of the request.
- REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
- Representations and Warranties. Leafly and Company each represent and warrant to the other that: (i) they are authorized and legally empowered to enter into and perform their obligations under this Agreement without conflicting with any of their other commitments, agreements, or understanding or breaching any of Leafly’s or Company’s other confidentiality obligations; (ii) they are the owner of and/or have all necessary rights, permissions, and clearances in and to, any materials, works, intellectual, or other properties that they contribute to the content and other media resulting therefrom hereunder; and have the right or authority to grant all rights, licenses, and transfers to the other party under this Agreement; and (iii) all material or works they provide hereunder will not infringe any third party’s rights (including, without limitation, any copyright, trademark, publicity, privacy, or moral rights); and (iv) the other party’s exercise of its express rights hereunder will not: (a) infringe any third party rights (including, without limitation, any copyright, trademark, publicity, privacy, or moral rights), (b) create any right of action in any person or entity, or (c) entitle any person or entity to any residuals, royalties, or other payments, however designated. Company represents and warrants to Leafly that Company’s business operations are compliant with all Applicable Laws, and that Company takes appropriate measures required by law for the sale of any products or services that Company advertises using Leafly Services (including but not limited to the complying with the Farm Bill and applicable state laws related to the advertising and sale of hemp-derived products and requiring signature upon delivery of age-restricted products as required by law). Company represents and warrants that any and all products it advertises using Leafly Services are compliant with federal, state, and local laws regarding hemp and hemp-derived products and will only advertise products where they are legal to sell. Upon request, the parties shall provide documentation evidencing compliance with this Section (e.g., model and location releases).
- Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents from and against any third-party suits, actions, claims, demands, liabilities, fines, penalties, judgments, damages, expenses, costs (including, without limitation, attorneys’ fees and expenses) to the extent arising from (a) a breach of any provision of the other party’s representations, warranties and obligations herein; or (b) the other party’s negligence or willful misconduct (a “claim”). Company agrees to indemnify, defend, and hold harmless Leafly, its officers, directors, employees, and agents from and against any third-party suits, actions, claims, demands, liabilities, judgments, damages, expenses, costs (including, without limitation, attorneys’ fees and expenses) arising from any Product Claims made by Company. The party asserting a claim shall promptly notify the other party in writing of such claim and the right to control the investigation, defense, and settlement of such claim. The indemnifying party will not settle any claim without the indemnified party’s prior written consent.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY’S, ITS RELATED ENTITIES’, AND/OR ITS OR THEIR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO LEAFLY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LEAFLY, ITS RELATED ENTITIES, AND/OR ITS OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOSS OF USE, DATA OR PROFITS, OR ANY OTHER DAMAGES OR LOSSES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF THE PROCESSING, SALE, PURCHASE, DELIVERY OR CONSUMPTION OF CANNABIS, OR FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF LEAFLY, ITS RELATED ENTITIES AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- CONFIDENTIALITY. The parties understand that each may be exposed to confidential and proprietary information of another party in connection with this Agreement, including without limitation, ideas, data, concepts, inventions, improvements, business, digital, technical, marketing and financial information, and the terms of this Agreement (“Confidential Information”). The parties shall protect and preserve as confidential all Confidential Information of the other party at any time in its, his or her possession or control with at least the same diligence, care, and efforts that the party uses to protect its, his, or her own Confidential Information, and in any event not less than the diligence, care and efforts which a prudent owner would use to protect its own most sensitive information. The parties shall not use nor allow third parties to use any of the other parties’ Confidential Information for any purpose except as solely necessary to perform its, his, or her obligations under this Agreement.
- Leafly’s Rights. Leafly may assign, convey, or transfer all or portions of this Agreement to any parent, subsidiary, or affiliated entity of Leafly, or to any entity with or into which Leafly may merge or consolidate, or to any person, firm, company, or corporation succeeding to all or a substantial portion of Leafly assets used in connection with the production of digital content or motion pictures, or to any person, firm, or corporation that produces the content or the Recording for release and distribution by Leafly, may have the right to distribute the content.
- Company’s Rights. Company may not assign, convey, or transfer any of its rights or obligations under this Agreement whether by merger, application of law, or otherwise to any parent, subsidiary, or other affiliated entity of Company without the prior written consent of Leafly, which may be withheld at Leafly’s sole discretion. Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors, and permitted assigns.
- GOVERNING LAW, DISPUTE RESOLUTION AND BINDING ARBITRATION. The parties desire to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, enforceability, performance, breach, termination, or validity hereof, including, without limitation, this Section (each, a “Dispute”) without litigation in accordance with this Section. The party raising any Dispute shall promptly notify the other party in writing and dispute resolution discussions will begin within ten (10) business days after receipt of that notice. If any Dispute cannot be resolved through friendly consultation, either party may proceed to arbitration and the Dispute will be settled by a single arbitrator in accordance with the then current Comprehensive Arbitration Rules and Procedures of JAMS (the “Rules”). JAMS shall administer the arbitration and, if there is a conflict between the Rules and this Section, this Section’s provisions govern. The laws of the Province of Ontario apply to the arbitrators, without regard to its conflict of laws principles. The ruling will be final, binding and non-appealable judgment and the award may be entered in any court of competent jurisdiction in Canada. The parties waive any rights they may have under any law to apply to any court for relief from the provisions of this clause or from any decision of the arbitrators. The losing party in arbitration is responsible for costs of arbitration, excluding each party’s legal fees, unless the arbitrators rule otherwise. The parties shall maintain the confidential nature of the arbitration proceeding and the award. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
- FORCE MAJEURE. Neither Party will be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service (except for failure to timely pay), resulting from acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, changes in third party or platform terms (including, without limitation, iOS and Android) limiting Leafly’s ability to fulfill Services or Deliverables, fires or other catastrophes or occurrences which are beyond such Party’s reasonable control. Notwithstanding the foregoing, if any excusable delay or failure to perform by a Party exceeds twenty (20) days, the other Party shall have the right to terminate this Agreement, if applicable, without liability, except that Company will continue to be liable for payment of any fees in accordance with this Agreement.
- ACCEPTABLE USE.
- General Restrictions. Company shall not: (i) distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share, or otherwise exploit the Site, Services, or content, including, without limitation, Branded Content (collectively, “Content”), in any unauthorized manner, including but not limited to by trespass or burdening network capacity; (ii) copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the Services, Deliverables or Content, any updates, or any part thereof in any form or manner or by any means; (iii) attempt to obtain any information or content from the Site, Services, Deliverables or Content using any robot, spider, scraper or other automated means for any purpose; (iv) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the Site, Services, Deliverables or Content; (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer the Site, Services, Deliverables or Content, any source code thereof, any updates thereto, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Laws or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Site, Services, Deliverables or Content); (vi) use any means to discover the trade secrets in the Site, Services, Deliverables or Content; or (vii) otherwise circumvent any functionality that controls access to or otherwise protects the Site, Services, Deliverables or Content.
- Specific Restrictions. Without limiting the generality of any of the restrictions set forth in this Agreement, including Section 13.1 above, Company hereby agrees that: (i) any information it receives from Leafly that can be used to personally identify an End User shall not be used or disclosed, whether for marketing purposes or otherwise; (ii) any market insight/research data provided by Leafly that allows Company to determine where they rank in terms of number of reservations, value of items reserved, time from reservation to confirmation, menu views, pricing of products, etc. is confidential and may not be disclosed, or used outside the Leafly Services or for any purpose other than to receive the Services; and (iii) any product insight/research data provided by Leafly that allows Company to determine what products End Users are searching for, reviewing, buying, etc. is confidential and may not be disclosed, or used outside the Leafly dashboard or for any purpose other than to receive the Services and Deliverables.
- 3rd PARTY AD TRACKING.
- DoubleClick Campaign Manager. Leafly may permit Company to place DoubleClick Campaign Manager impressions and click tracking tags (“Tracking Tags”) on Company’s digital advertisement banners, strain placements, hero placements, and other placements at the discretion of Leafly, during the term, provided that:
- Any Tracking Tags, or any other type or method of tracking utilized by Company shall not collect or share any consumer data whatsoever, including the operation, insertion or embedding of cookies;
- Such Tracking Tags, or any other type or method of tracking must be tested to ensure no consumer data is being collected and quality controlled by Leafly prior to going live.
- Removal. Notwithstanding the foregoing, Leafly retains the right, in its sole discretion, to prohibit the use of any tags and/ or trackers of any kind by Company.
- Standard Reporting Discrepancies. Pursuant to IAB industry standards, any reporting data provided by Leafly to Company in accordance with this Agreement, including but not limited to impressions numbers, click numbers, and more, may be subject to up to a ten percent (10%) variance on actual numbers and data. Should a discrepancy greater than 10% occur, Leafly and client shall discuss in good faith whether to investigate such a discrepancy or take further action as agreed to between the parties.
- DoubleClick Campaign Manager. Leafly may permit Company to place DoubleClick Campaign Manager impressions and click tracking tags (“Tracking Tags”) on Company’s digital advertisement banners, strain placements, hero placements, and other placements at the discretion of Leafly, during the term, provided that:
- GENERAL. This Agreement, together with the Service Order, constitutes the entire agreement and understanding of the parties regarding the subject matter hereof and supersedes all prior and contemporaneous oral and written communications and understandings related thereto.
- The parties agree that they have had an opportunity to consult with their respective counsel or other advisors as they have deemed necessary in connection with the negotiation and execution of this Agreement so that any presumption or rule requiring that it might be construed against the drafting party is not applicable.
- The parties are independent contractors and no joint venture, partnership, employment, agency, or similar arrangement is created between the parties. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement must be in writing and sent by email with a read receipt, by certified mail with return receipt requested, or by express courier or delivery services and addressed to the receiving party at the address shown in the Service Order, or to such other address as a party may from time to time specify by notice to the other party. Notices will be effective on the earlier of actual receipt or five (5) days after mailing as provided in the preceding sentence. Except as otherwise stated herein, this Agreement is binding on and inures to the benefit of the parties, and their legal representatives, successors, assigns, and heirs.
- This Agreement and any applicable Service Order(s) (which are hereby incorporated by this reference) contains the entire agreement and understanding between the Parties with respect to the subject matter hereof. This Agreement supersedes and replaces all other prior and contemporaneous agreements between the Parties regarding such subject matter whether written or oral. The Parties agree that all ongoing invoices that previously referenced any other Terms shall now be governed by this Agreement. In case of any conflict between this Agreement and a Service Order or invoice, the Service Order shall prevail. We may make changes and/or modifications to this Agreement from time to time.
- The section headings are for convenience only and in no way define, limit, extend, or interpret the scope of this Agreement or any section herein. Failure of any party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any right or remedy herein conferred, in no way affects a party’s right to require performance or exercise any right or remedy thereafter. If any provision of this Agreement is held invalid, illegal or unenforceable, such provision will be enforced to the maximum extent permitted by law and the remaining provisions will not be affected or impaired. Execution and delivery of this Agreement may be evidenced by electronic means.
- UPDATES. We may revise these Terms or any additional terms and conditions that are relevant to a particular Leafly service from time to time to reflect changes to the Terms or to the Leafly services. We will post the revised terms on the Site with a “last updated” date. PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LEAFLY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
The Product Table below summarizes some of Leafly’s offerings which are available.
Only those specifically listed in the Service Order are included with the Services.
|Content Products and Services/|
Term for Offerings
|Leafly Deliverables||Requirements and Limitations|
|Audience Extension Ads A-la-carte only||Targeted display ad delivery on or off Leafly within designated audience parameters.||Company must provide ad creatives in adherence with the Leafly specs and ad guidelines, and within those of the retargeting network. Standard campaigns include targeting for Site visitors and look-alikes of Site visitors. Additional targeting criteria must be scoped at the time of Agreement and is subject to higher rates.|
|Brand Licensing Auto-renew, unless noted as a-la-carte on the signed agreement||License to use Leafly brand elements subject to separate brand-specific contract terms||Company must provide mockups of how Leafly brand elements will be used.|
|Brand Profile Subscriptions Auto-renew||Access to Leafly Biz platform to upload and manage brand page features. Invoices are issued and payable at the start of each monthly billing cycle; no refunds for partial months.||Company must activate and maintain Brand and Product pages on the Leafly platform in compliance with the Leafly brand guidelines. At the conclusion of the initial month term, the subscription will automatically renew for another month. Company may cancel the subscription upon providing 45 day’s prior written notice to Leafly.|
|Branded Articles A-la-carte only||Deliverables: Concept writeup (up to 1 round of edit feedback)Article first draft (up to 2 rounds of edit feedback)Publication of final approved article||Company must provide completed input brief prior to kickoff. Company must provide display ads, logo, destination URL, and tagline with first round of V1 feedback. Amplified by 1 Facebook post, 1 Twitter post, and inclusion in 1 email newsletter. Any additional amplification to be defined in the signed agreement. Exclusive ad placement on branded article page for 12 months. Company must comply with obligations set forth in Section 2.|
|Branded Video Content A-la-carte only||Deliverables: Development/pre-production work (up to 1 round of edit feedback)Production (execution of the video shoot based on development agreement)Post-production and delivery of draft video (up to 2 rounds of edit feedback)Publication and delivery of final approved video asset||Company must provide completed input brief prior to kickoff. Company must comply with obligations set forth in Section 2.|
|Content Sponsorship Auto-renew, unless noted as a-la-carte on the signed agreement||Display ad takeover on a designated Leafly editorial piece. Monthly cumulative reporting including impressions, clicks, and CTR.||Company must provide ad creatives in all sizes specified in the Leafly Ad Guidelines. Additional reporting subject to additional costs. Company may serve up to 3 creative versions per size (12 ads total). Creatives may be changed 1x/month at maximum. Impression volume will fluctuate with site traffic, which Leafly makes no guarantees for.|
|Dedicated Emails A-la-carte only||One email to opted-in Leafly subscribers on a designated date and to a designated geo-targeted audience, with custom image, mutually-approved copy, CTA, and destination URL.||Send date is reserved on the Effective Date and is not transferrable by the Company. Company must provide images and copy assets in adherence with the Leafly Ad Guidelines.|
|Display Ads Auto-renew, unless noted as a-la-carte on the signed agreement||Ad placement on any pages within the Site. Monthly cumulative reporting including impressions, clicks, and CTR.||Company must provide ad creatives in all sizes specified in the Leafly Ad Guidelines. Campaign targeting subject to terms and availability. Additional reporting subject to additional costs. Company may serve up to 3 creative versions per size (12 ads total). Creatives may be changed 1x/month at maximum. The terms and conditions of the IAB/4A’s Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less Version 3.0 located at: https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf (the “IAB Terms”) are incorporated into this Agreement by reference and shall govern the relationship between the signed parties of this agreement. In the event of a conflict between this Agreement and the IAB Terms, this Agreement shall control.|
|Email Newsletter Ads A-la-carte only||One placement in a Leafly newsletter with custom image, mutually-approved copy, CTA, and destination URL||Send date is reserved on the Effective Date and is not transferrable by the Company. Company must provide images and copy assets in adherence with the Leafly Ad Guidelines.|
|Featured Products Auto-renew, unless noted as a-la-carte on the signed agreement||Featured placement of one product in selected product category. Destination URL is the Leafly product page.||On rotation with up to 10 total products, equal share of voice for each. Leafly will use the first photo listed on Company’s associated product page as the ad image. Product page must be live on Site in order to launch Featured Product placements. Company must have an active Brand Profile subscription and maintain Brand and Product pages on the Leafly platform in compliance with the Leafly Ad Guidelines. Impression volume will fluctuate with site traffic, which Leafly makes no guarantees for.|
|Hero Placements Auto-renew, unless noted as a-la-carte on the signed agreement||Top-of-page placement in selected product category.||On rotation with up to 5 total brands, equal share of voice for each. Company must provide graphic elements, copy, and destination URL in adherence with the Leafly Ad Guidelines. Leafly to assemble final ads. Impression volume will fluctuate with site traffic, which Leafly makes no guarantees for.|
|Video Ads Auto-renew, unless noted as a-la-carte on the signed agreement||Ad placement on Leafly video content.||Company must provide video ad assets in adherence with the Leafly Ad Guidelines. Campaign impression volume and targeting are subject to terms and availability. Additional reporting subject to additional costs.|
|Site-Wide Stripe A-la-carte only||Text-only ad placement on every Leafly website page (desktop and mobile web) for a designated timeframe.||Must link to a page on Leafly.com page (ingress). Company must provide ad copy. Ad copy is subject to approval by Leafly and may require edits to adhere to Leafly brand guidelines. Impression volume will fluctuate with site traffic, which Leafly makes no guarantees for.|
|Out of Home Advertising – Termed||Billboards (digital or traditional), Street “furniture,” like park benches, bus stops, and kiosks, public transit placements, like bus and taxi wraps or subway and train ads, point-of-sale, or POS, displays like those you see in the back of taxi cabs.||Company must provide ad creatives in all sizes specified in the Leafly Ad Guidelines. Campaign targeting subject to terms and availability. Additional reporting subject to additional costs. Company must have an active Brand Profile subscription and maintain Brand and Product pages on the Leafly platform in compliance with the Leafly Ad Guidelines.|
|Affiliate Marketing||Inclusion of affiliate links in relevant Leafly Content||Company must comply with the Leafly Affiliate Marketing Terms.|